My Little Pony, Friendship is Terror
by ShadowThorn12
Summary: On a rainy morning, Twilight and her friends find themselves with Zomponies. Now they have to wait 11 days for Celesita to save them. 11 days of horror, 11 days of betrayal, 11 days of survival... 11 days of Zomponies...
1. The Infection

_**My Little Pony: Friendship is Terror**_

_**#1: The Infection**_

**Warning****: This story is a horror fanfic that contain's blood, gore, and death. Viewer's, you have been warned.**

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Twilight awoke to the darkness of the library, silence surrounded her. Wait, silence? That was not normal, normaly she would awake to Spike making his breakfast or cleaning. When it was silent, it would mean the Pinkie was trying to throw her a suprise party, but even then she could hear through the silence the party pony's excited giggles.

Today, however, the library was in dead silence. The only noise Twilight heard was her own breathing and the wind softly blowing through the hallways.

Twilight yawned quietly and leaned over to turn her lamp on. _Click. _It didn't turn on. _Click, click. _Still nothing. Another power outage? She looked out the window, it was pouring down hard. The little unicorn's horn glowed, casting a faint light. Looking over the side of her bed, she woundered if Spike was already awake; to her suprise, Spike was still asleep.

She stretched a hoof and shook the little dragon's shoulder, waking the small dragon. Spike groaned, "Ugh... What, Twilight? It's one 'oclock in the morning, what's wrong?" Spike's green eyes looked at Twilight, noticing the slight concern in her eyes. "Spike," Twilight said, "When did a power outtage happen? And since when did RainbowDash say that we would have a storm-"

She stopped when they both heard a loud crash from below, followed by a groan. Twilight's horn glowed as she got up and went down the stairs, catching sight of a pony slowly getting up from the mess it made when it crashed into the bookshelf.

It was a very pale mare, her mane looked as if it used to be pink and light blue, but it was dirty and ragged. She turned tword Twilight, her eyes were pale. Her mouth was dripping with saliva and something else... She slowly limped tword Twilght, moaning.

Twilight backed up a few paces before a rainbow blur knocked the pony out the window, shattering the glass. The blur landed in front of the violet unicorn; it was RainbowDash. Her coat was bloody and maggled, but her mane and tail were still an energetic rainbow color. "Twilight!" She exlaimed, "Thank Celesitia you're ok! I have to get you out of here!" "What? W-wait!" Twilight said, "Dash, what's going on? What was wrong with that pony? Why are you covered in blood? I want answers!" Dash glared hard at the unicorn, "How would you feel if there was a Zompony apocilypes happening in Ponyville right now? Now-" Dash picked up Twilight and put Spike on her back, "-Let's get out of here!"

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With that, she flew out the window with the two, taking them to Sugarcube Corner. The entire place was boarded up, exept the chimney. Dash dropped Twilight and Spike down the brick chimney, dashing after them.

They tumbled out into a room with alot of other ponies inside; Applejack was comferting Fluttershy, who saw Rainbow and ran into her arms, sobbing. Pinkiepie was in the kitchen with BonBon. Rarity was making blankets and pillows out of whatever fabric she could find. Grimscar, barely seen in the darkness, was sleeping soundly next to another pegasus. A firey alicorn stepped out of the crowd, Twilight reconised the mare instantly. "Fleet!" The two hugged, Twilight looked at the princess with terror filled eyes. "Fleet, what's going on? Why are there rabid ponies on the loose? Why is everypony in here? Wh-"

Fleet raised a hoof to silence the unicorn. "Twilight," she spoke softly, "We are on our skills of survival, an apocilypse is starting. Zomponies are everywhere, we can only stay here untill Celestia gets here in eleven days." Grimscar grumbled something it her sleep, it was hard too hear. Fluttershy looked at Fleet with fear in her eyes, "How did this happen?"

Fleet shook her head. "My dear pegasus, Midnight is to blame. She casted a spell, raising the dead and making this mess in the first place."

Twilight's eyes widened, Midnight did this?

Grimscar woke up, her souless, red eyes glowing faintly in the dark. The dark pegasus clopped over to Twilight, "Listen, I am the only pony that can go out there and not be killed by the zomponies. I can get the supplys we need. You don't need to worry about me." Grimscar trotted back over to her place and layed back down, once again asleep. Artillary stepped next to Fleet, his tail entwined in hers.

Pinkie stepped out of the kitchen with a sobbing BonBon, who was whispering, "Lira's dead... Lira's dead..." Pinkie saw Twilight and trotted to her, her blue eyes clouded with sadness and fear. The unicorn conforted the pink pony.

Applejack looked around at all the ponies, gasping. "Applebloom's missing!" Everypony gasped, Rarity looked up from her work and scanned the room, here eyes widened. "Where's Sweetiebell?" Rainbowdash pushed Fluttershy away and zoomed around inside the building. She came back with a pale face, "Scootaloo is missing too!" Cheerlie scratched at the door, "LET ME OUT! I have to find them!" Dash flew out the chimney, calling the girls.

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Hours passed, the rainbow pegasus hadn't flown back.

Twilight was about to close the hatch covering the chimney when she heard a filly's terrifyed voice yell, "Rarity! Where are you?" Rarity pushed Twilight out of the way and yelled up the chimney, "Sweetiebell? Is that you?" The unicorn put her hooves up the shaft, pulling out a dirty and crying Sweetiebell. "Oh Sweetiebell..." Rarity whispered in relief, her little sister crying in her shoulder.

Dash floating down with the other two in her arms, Applebloom jumping out and running tword her sister. Scootaloo hugged Rainbowdash's neck, her muffled whimpers showed that she was clearly scared. "It's ok, Scoots," Dash whispered to the filly, "It's ok, you're safe..." Tears brimmed Dash's eyes but refused to fall like Scootaloo's.

Twilight felt something brush her shoulder, she turned to see her own brother, ShiningArmor. She gave a little squeal and hugged his neck, Candce appeared behind him and hugged her sister-in-law.

Fleet looked outside in the rain, the moon faintly shown behind the dark clouds. "We should get some sleep. Rarity has some blankets for us to share."

Everyone got into places to sleep; Sweetiebell slept with Rarity, Scootaloo slept with Dash and Fluttershy, Applebloom slept with Applejack, Bigmac, and Granny Smith, everypony slept with someone they knew or just slept next to random ponies. Twilight layed down next to her brother and his wife, Spike snoring away beside her. Twilight rested her head on her hooves, Candce putting a wing on her shoulders. "Everything will get better..." Candce whispered before drifting off. Twilight and Fleet's horns stopped glowing, making the room pitchblack as they slept.

The horrors were just beginning...

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**That was the first chapter of MLP:FiT. Review for another chapter, I will continue if I get enough reviews. Thanks!**

**-ShadowThorn12**


	2. Dark Omen

_**My Little Pony: Friendship is Terror**_

_**#2: Dark Omen**_

**As some people wanted, here's Chapter 2, Dark Omen. Sorry it's short, ran out of ideas. :P**

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Twilight woke up in the room, everypony was still asleep and it was still raining. PinkiePie was making breakfast, AppleJack was guarding the hatch to the chimney, Rainbowdash had wrapped her wings around a sleeping Scootaloo, Rarity was brushing and pamporing Sweetiebell's tail and mane, and Fluttershy was talking to the mice to see if they could find other surviving rodents.

Everything was peaceful, execpt for one thing...

"Where's Grimscar?" Twilight asked, looking at the spot where she had seen her sleep. Everyone looked around, searching for the dark mare. Pinkie looked up and quietly giggled, "There she is!"

They looked up; Grimscar was flying in her sleep, her wings raising her sleeping form up to the ceiling. Grimscar's eyes opened slowly opened, looked down, and yelped, her wings stopped flapping in the prossess. She landed in a pile of pillows next to BonBon and Octavia, Octavia giggling at the pegasus. "Oh, shut up!" Grimscar growled as she got up, popping her neck.

She opened the hatch in the fireplace and flew out, Applejack yelling to her, "Where do thing you're goin'?" Grimscar popped her head down the shaft and stared at them. "I'm going to find survivors," she said, "Anypony want to come with?

No one stepped forward. No one, exept for Rainbowdash. "I'll go."

Scootaloo nudged Dash, "I'll go too." Dash smiled to the pegasus filly, hugging her around the shoulders. "You have to stay here, Scoots," she said softly, Scootaloo's purple eyes dropped her gaze.

"Are you coming or not?" Grimscar grumbled, Dash nodded and flew after her. BigMac sat next to Fluttershy, the mare was trembling from fear and whispering, "Everything is going to be ok... Everything is going to be ok..." She looked up to BigMac, "Right?" The stallion nodded, "Eyup." Fluttershy smiled and leaded her head on BigMac's shoulder, Twilight giggled and winked at the two.

_Tap, tap, tap._ Twilight looked over to the glass windows, looking through a hole in one of the boards. At first there was nothing, but after a couple of minutes, she was startled by a flash of black feathers. Twilight yelped and fell back, ravens? She looked again, there were black birds everywhere. Fluttershy giggled, making her way twords the chimney.

"Silly birds," She said, "They need to fly to safety, not come in here with us!" Twilight watched some of the birds peck at a bone, "Uh... Fluttershy..?" She was too late, the pegasus was already flying up the chimney.

A moment later, she came flying back down the chimney, screaming. She was covered in scratches and was bleeding badly, her mane was ruffled. BigMac comforted the sobbing pegasus as Applejack slammed the chimney shut, locking the birds outside.

"I-I don't understand..." Fluttershy's words were nothing more than a whisper, "Only Grimscar can control birds like that... Unless..." Fear spread across Twilight's face as Fluttershy continued, "There was somepony... more powerful than her..? Or..."

"Or she's dead." It was Rarity's voice. All eyes were on her now, the fashion pony's voice was serious. "Rarity," Twilight said, "She can't die, remember? She carries the spirit of death itself, she can never die... She is eternal." Rarity turned to her fellow unicorn, her cold gaze burned through Twilight's. "Even something eternal has to die sometime, Twilight..." The white mare walked to the kitchen and dissapeared into the pantry. Pinkie raised an eyebrow, "Why would she go into the pantry..? And what did she mean about Grimscar?" Twilight just stared into nothingness, trying to find an answer to Pinkie's question, her mind a whirlpool of confusion of Rarity's omen.

How could Grimscar die? How can she die? These questions wrapped around Twilight Sparkle's mind like ribbons, tying her thought's into knots and whispering into her ears, _Why?_

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**Review for chapter 3! Again, sorry for short chapter! ^_^'**


	3. Pretty in Red

_**My Little Pony: Friendship is Terror**_

_**#3: Pretty in Red**_

**Warning: Really freaking bloody scenes!**

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"Anyone down there?" "Open the hatch, you foals!"

Twilight opened the hatch, Rainbowdash dashed down the shaft, franticly searching for a blanket. Grimscar came down carrying a stallion in her arms, he was familiar; a blue unicorn, a wavy blue and white mane, a safty pin as a cutiemark. "Pokey?" Twilight gasped, poking him with a hoof. Rainbowdash layed out a blanket she found next to Sweetiebell and helped Grimscar set the unconsious pony down, setting his head on a spare pillow.

Pinkie bounced out of the kitchen, looking around at the shocked ponies around her. "What's going on?" She asked happily, "Did something happen? Or are someponies just scared- Pierce?" Pinkie rushed over to the unicorn, her pupals pinpricks in horror as she layed down next to him. She looked up at Grimscar with her famous PinkiePie-death-stare, growling, "What happened?"

Everypony stared at Grimscar, who was sitting next to the boarded windows, staring at the walking dead stumbling down the street. She heaved a big sigh and turned to the angered partypony, her emotionless, red eyes meeting Pinkie's blue eyes. She looked around the room and back at Pinkie, her words shocking the ponies around her as she said,

"We were ambushed by the living dead. Pokey Pierce was not hurt, he will not die. Dash wasn't hurt either, but for me..."

Grimscar turned her shoulders; there was a large, bloody cut on her shoulder. It was bleeding badly, the wound was deep. It looked like she was attacked by a butchers knife.

"... I was. The building was collapsing, while I was pulling _him_ away from the zomponies, I got hit in the shoulder by a piece of rubble that fell from the ceiling, nearly hit my wing. Ugh..." She stumbled, her hooves shaking beneth her. Dash steadied her by pushing her back to her feet, but the dark mare hissed and growled, "I don't need your help! I've been hit with worse..." She made her way twords the window again, but she gave a loud grunt and collapsed, landing on the ground with a _thump._

Dash lifted her up and set her down on another blanket, Grimscar's black mane was bloody, most likely from kicking zomponies in the face without a care in the world.

She looked away when a scream echoed through the town, she ran to the window;

A pony with a pink mane and hairbows as her cutiemark was backing away from moaning stallion, her eyes wide with terror. She tripped and fell back, screaming as the hungry pony loomed over her. Blood poured down the sidewalk, hair and flesh slattered everywhere, the screams melted into muffled gargles. The pony's limbs kicked to the air, trying to hit the zompony that was flaying her open, tearing her open like a child with a present. The victim's whimpers cut short when it moved to her neck, tearing it open with a sickening _rip!_ The pony's eyes glazed over, the kicks and struggles ceased, her body limp and bloody. The zompony moved away and sat next to her, waiting for something.

Seconds past, the zompony still sat there... Until the victim's hoof twitched, her jaw opened wide like it was yawning. She looked at the dead stallion next to her, clopping over to him and giving him a hug, at least that was something that Midnight could never take away from them. The love that they share.

Twilight watched as they limped away together, shuddering at the mess they left behind. "That is one thing I will never want to see again..." Applejack said, she looked at Grimscar, "What are we gonna do with her?"

"Hey, Pinkie," Twilight called, "Do you have a firstaid kit?" PinkiePie nodded and left Pokey for a bit, bringing back a large white box of medical supplies. Before Twilight could open the box, another scream sounded. Rushing twords the window, the ponies watched the scene before them;

The scream came from a little pink filly with a tiara for a cutiemark, beside her was a red maned pony with candy canes as a cutiemark. Applebloom gasped, "Twist! Diamond Tiara!" The two fillies backed up from two dead fillies that were limping twords them. "Someone help us!" Diamond yelled, "Please, anypony! Somepony, HELP!"

Grimscar's eyes snapped open and she flew up the chimney, landing between the fillies and the dead walkers. She looked over her shoulder to the girls, "Go, run to Sugarcube Corner! Dash, get them inside, I'll take care of these two!" Dash nodded, scooping up the ponies and taking them inside.

Grimscar smirked at the zomponies, "Alright, you two... Let's dance..." The ponies lunged at her, Grimscar kicked out, smacking one of them in the face with a hoof. The small light blue one snapped at her hooves, but in return got back-kicked in the face, smashing her face with a sickening crunch. The zompony fell to the ground, her smashed skull looked at if she had been hit in the face with a baseball bat. The other jumped onto Grimscar's back, dumb move. The dark mare slammed her back against the wall behind them, blood splattering behind her like she popped a giant paintball. She moved away, panting, her dark mane covered with blood. She flew back to the shop, flying down the chimney, yelping as she was greeted by cheering ponies and Twist hugging her leg tightly. "Thank you, miss!" the little filly said, "You saved us, thank you!" "Uh huh..." Grimscar mumbled, shaking the filly off, "I'm glad you haven't been bitten..." She walked over to the blanket she was laying on and slumbed down, closing her eyes to sleep.

Twilight shook her head and layed a red blanket on top of Pierce, the unicorn stallion was still unconsious. Outside was foggy, making Dash squirm, she wanted to clear the sky. For all they knew, she could never push another cloud again, she needed to survive. Twilight looked at the fully dead fillies outside, someponies say that others look pretty in red.

In this case, she wished that red was never a color. The color stained her memory, it forever scared her. She wished she had never met Midnight Sparkle in the first place, now she can't run from her past. It surrounded her.

Her... And her friends...

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**The end, review for more chapters! WOO! First fight!**


	4. Cracked Diamond

_**My Little Pony: Friendship is Terror**_

_**#4: Cracked Diamond**_

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Twilight wrapped Grimscar's leg in a thick bandage, trying as hard as she can not to hurt her as she worked. The pegasus layed her head on a pillow with her wings fully stretched out on the blanket, occasionaly lifting her head to look out the window. Grimscar turned to Twilight, "Why are you helping me? I thought everypony hated me..." Twilight smiled, finishing the bandage. "No pony can be hated for long, Grimscar," she said, "It's a fact here in Ponyville."

Grimscar looked out the window, watching as a zompony tripped and fell on it's face. Twilight tipped her head, she knew Grimscar was emotionless, but she looked... sad. Scared even. "Something wrong?" She asked.

Grimscar's ears twitched tword the basement, where Rarity was hiding, and looked at a raven that flew by the window. "They attacked you, didn't they?"

Twilight raised an eyebrow, "Who?" "The birds." The unicorn nodded, glancing at the sniffling Fluttershy. "They attacked Fluttershy." Grimscar shook her head and got up, "I'm going to look for more survivors, possibly some supplise if we need it. Dash!" Rainbowdash looked up. "Let's go."

The two left, leaving them alone again. Diamond Tiara layed in a pile of blankets, sobbing, occasionaly murmering, "I'm sorry... Why did I run..? I should of helped you... I'm so sorry..." Sweetiebell sat next to her and rubbed her back to comfort her, but she jerked away. Twilight looked saddly at her, she had felt this way before when ShiningArmor and Candece were getting married, it was when her brother was dissapointed in her and left her alone in the room.

Depression. That type of depression where you can only ask one question:

Why?

"Twilight! Twilight!" Pinkie's voice broke her thoughts, the party pony bounced about. "What Pinkie?" Twilight asked, giving her a slight giggle as she stopped bouncing, "What is it?" Pinkie smiled at her, giggling in her typical pinkie-fashion as she said, "Rarity said she wanted to see you! By the way, can you ask BonBon to get out of the basement? Rarity told her to leave her alone, but she insisted!"

Twilight nodded and made her way twords the basement, Sweetiebell nudged her and asked, "Can you ask my sister to help make Diamond Tiara another tiara? She needs it." Twilight glanced over to the pink filly and nodded, opening the door to the basement. It was dark, guess the lights went out when the infection started, Twilight's horn was the only light in the entire room besides a dim blue light coming from what she guessed was Rarity's magic.

Hushed whispers echoed off the walls, shadows darted in and out of sight, demented giggles came from below, making Twilight shudder. She made her way down, her hooves clopping on the concrete below her as she stepped off the stairs. Rarity was sitting in the middle of the room, the demented giggles were coming from her, the whispers were her singing, "Giggle at the ghastly... hehehe... Snortal at the s-spooky..."

She was singing a song Pinkie sang to them when they had to fight Nightmare Moon, when they were trapped in the forest with the difigured trees. Pinkie, as the element of laughter, she taught them that if they just laugh at the scary things they will go away.

Now she made a darker version of the song, laughing to herself now and then. "Um, Rarity?" Twilight said to the other unicorn, "Are you... ok?" Rarity slowly turned around, revealing her terrifiying new features:

She had a insane look on her face, which was covered in scarlet. Her hooves wore blood of another pony, the unicorn's blue eyes darkened to alomost black, even her horn was glowing uncontrolably. The magic flickered on and off, turning to another color each time. The most terrifiying thing was the mark on her shoulder, a large, bloody bitemark.

"R-Rarity... You were... You were-" "Bitten." Rarity finished for Twilight, smiling, "Bon wanted to help me, bad choice!" She moved away to reveal the corpse of Bonbon, her throat had been torn open by the knife Rarity was holding in her hoof, Twilight gagged. "Bye, bye, Twilight Sparkle!" Rarity said in a twisted tone before she lashed out at her, cutting her shoulder. Twilight's ears splayed back against her head, her pupils pinpricks in horror as she dashed around the room, running from insane mare before her.

She levetaited a pot on one of the racks, tossing it at Rarity and hitting her in the face. Rarity fell to the ground, the knife spinning on the ground and stopping next to Twilight. She picked it up, pointing the shining blade at the other unicorn's neck.

Rarity glared at her, "You don't have nerve to do it, do you? You can't just-" She cut herself off by hacking and coughing, her eyes glazing as she looked at her with fear. "Do it..." She whispered, "Do it before I turn... Please... Do it!" Twilight stood there, her mind racing as Rarity's eyes glowed with agony, corruption taking over her mind, turning her into it's puppet. Rarity's purple mane began to dim, her eyes turning white. "Oh for the love of Celestia!" She choked out as she snatched the knife from the terrifiyed pony, her face twisted into a smile. "See you in Taurtaurus, Twilight Sparkle..." With that she plunged the knife into her forehead, ending her pain once and for all.

The fashion pony layed there, a limp ragdoll that lost it's sanity. Twilight had tears in her eyes as she made her way back up the stairs, Pinkie met her at the top of the stairs, even her bright personality couldn't fill the hole in her heart. One of her own kind, gone... "Hiya, Twilight!" Pinkie said, "Where's BonBon and Rarity? Are you ok? What happened down there?" Twilight walked to the middle of the room, stamping a hoof to silence the ponies around her. How could she tell them? She had to be brave, no matter what.

She took a deep breath, looked away from Sweetiebell, and announced:

"Rarity and BonBon... are... are dead."

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**Again, another short chapter... Sorry for that! I'm planning on making another soon, but now I'm working on other things. Review for more! :D See ya next chapter!**


	5. Den of the Widows

_**My Little Pony, Friendship is Terror**_

_**#5: Den of the Widows**_

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"Grimscar! Where are you?"

The cyan pegasus searched wildly for the dark mare, her eyes scanning for gray wings. Rainbowdash heaved a big sigh, Grimscar... Where is she? She continued to look for the gray pegasus, her hooves clopping on the stone floor of the empty building. She coughed, the dust in the air clogging her lungs with every breath she took and creating a cloud in her vision.

Dash sighed again, she'd never find Grimscar in these conditions! She shook her head, what was she saying? She never gave up, she was the Element of Loyalty for Celestia's sake! Dash's thoughts were swimming in a pool of confusion and emotion, only to be broken by the sound of hooves. Dash whipped around, startled to see Grimscar behind her.

"Gah!" she yelped, "Grimscar, don't do that!" Grimscar raised an eyebrow, "What happened to the brave rainbow in the sky, huh? Suck it up and follow me." Grimscar pushed past Dash, the gray pegasus pricking her ears to listen for survivors or the dead. Dash stared after her, what was her problem? She caught up with her, gently nudging her with a hoof, Grimscar hissed, "What is it now?" "Grimscar, what's wrong? You've been acting wierd ever since you saved Twist and Diamond Tiara, what's up?"

Grimscar tensed at her question, stopping in her tracks and growling, "Nothing. I just don't want to carry more souls to Taurtarus, that's all." Dash tipped her head in question, Grimscar?

They walked on, boards creaked under their hooves. Grimscar's eyes darted from side to side, finaly resting on a hatch on the floor. She lifted the heavy, rusted door and slipped inside, dissapearing into the darkness. Dash shook her head, "Grimscar, you psycopath..." She followed, groaning when cobwebs stuck to her mane. Grimscar turned her head and grumbled, "Quit whinning, ya foal! At this rate, we'll be knee-deep in this stuff."

Though she has never been here before, Dash couldn't help but think that Grimscar remembers this place. She shows no sign that she does, but it's just a feeling.

"Dash!" Grimscar's sudden yell snapped her back to reality, "Will you stop lolligagging and take a look at this?" Dash sighed and followed Grimscar's gaze; it was a room out of her nightmares. Webs hung from the walls and the ceiling in masses, most of them covered in blood. There were cocoons hanging down from the bunch, spiders spun more webs, and something was moving from the shadows. "Where are we-" was all Dash could say before she was hit in the back of the head.

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Dash awoke a few moments later, her body was bound with strong yet soft rope. She looked down and yelped, she was covered in web. "What the hay?" Dash yelled in alarm, her eyes whipping around untill she saw Grimscar.

She was standing in front of the small cave made out of the web, her hooves buried in the cluster of web on the ground. "Well, well, well..." something said in the cave, it sounded like a mare, "What have my babies caught? Two pegasuses? That's enough for _all_ of us!" Grimscar was silent as she stared into the cave, making Dash uneasy. Why wasn't she fighting back? Normaly she would growl and hiss, furiously tugging at her bounds, now she was just standing there.

"Why don't you face me yourself?" Grimscar said finaly, her red eyes glowing with sudden hatred. Dash raised an eyebrow, thinking, Why the sudden courage, Grimscar? The gray pegasus stiffened as the creature made it's way out of the cave, snapping many ropes of web on it's way out. Rainbowdash nearly screamed at the sight of the terrible monster;

It was a large creature, it's head was as big as Celestia's full height. It's body was hairy with eight long legs sticking out, four legs on each side. She, if it was a she, had a blood red symbole on her back in the shape of an hour glass. She had two large eyes that seemed to be surrounded by more eyes, all red and they seemed to tear though Dash's soul. Her worst feature were two giant fangs sticking out of her mouth, dripping with saliva and blood. Dash's heart sunk, she knew exactly what that was. She knew where she was, she knew why she was tied up.

The creature was a giant black widow, this place was a giant nest...

...And Dash was their next meal. But what did she want with Grimscar?

Grimscar stared up at the spider, no sign of fear in her eyes. "So this is you, huh?" she said, "What's wrong? Did someone get kicked out of the insect bar?" "SILENCE!" The spider hissed, making the pegasus smirk, "My name is Willa, Queen of the spiders. You, my dear Grimscar, have a hidden past, am I correct?" Grimscar raised an eyebrow, "What are you yappin' about? What hidden past?" Willa cackled, making the two pegasuses shudder.

"Oh, you know... _Grimcoat..._" The sound of the name made Grimscar freeze, her eyes grew wide with suprise and terror. The widow laughed again, bringing one of her legs close to the mare in front of her. "Ah, you do know," she said, "What happened to your parents? Your home?" Grimscar didn't respond, she just lowered her head so her mane covered her eyes. "What happened to Swirl?"

Grimscar's head snapped up as she gave Willa a menicing growl, snapping the webs that held her legs and giving the giant spider a hoof to the face. Willa screeched in anger as she lashed out at her, Grimscar tore open Dash's bonds and freed her. The two snapped the pillars that held up the cave, the rocks that was in the web crumbled down onto the spider. She screamed in agony, her six freed legs struggled to release the two stuck under the rocks. She screamed again when two more rocks slammed another two legs into the ground, Grimscar snapped two more. Willa slunked to the floor, begging, "Please... Don't do this, what are they without me..? The spiders need me... Take the other victums, they're still alive..."

They nodded and cut open one of the falled cacoons, revealing a scared gray pegasus with a blonde mane. Dash facehooved, "Derpy! I should've known you were in here!" The cross-eyed pegasus smiled sheepishly as she helped the two open the other cacoons; Inside were BerryPunch, AppleFritter, Doctor Hooves, and the Wonderbolts. "Soarin!" Rainbow said, hugging the pegasus stallion. Soarin blushed, RainbowDash let go and coughed, a red hue appearing on her face as well.

Meanwhile, Grimscar was cutting open another cacoon. The stallion inside was a light greenish-yellow with golden and green hair, his wings were folded neatly on his sides, and his cutiemark was a emerald pendent. Grimscar shook his shoulders, no answer. She groaned, picking him up and leading the others outside.

* * *

It was a long way back, but they managed to get back to the bunker at SugarCube Corner. After the survivors went inside, the two stepped inside. SweetieBell had a grim and tear soaked face, seems everypony had a grim expression as well. "What happened?" She asked.

Sweetiebell's angered face stared straight at Grimscar, "MY SISTER IS _DEAD_ YOU IDIOT! BONBON AND RARITY ARE _DEAD!_" Grimscar raised her eyebrows to the sudden anger, two more dead?

How many of them are there left? Who else will die?

Who will snap before Celestia even gets here?


	6. Broken Wings

_**,My Little Pony, Friendship is Terror**_

_**#6: Broken Wings**_

**PLEAE DON'T GET MAD IN THIS CHAPTER! IT WAS MY FRIEND'S IDEA!**

* * *

"Five days have past, six more remain." A dark purple unicorn stepped out of the shadows of the dark cavern, her hooves cracking the rubble under her. It wasn't the most pleasent of places, but at least she could call it home; The cavern was under a cemetary, occasionaly bones would fall from the ceiling along with what was attatched to it. A small nest of hay was sitting in a corner of the room, a mirror sat next to it. The very middle of the room was a shrine deticaded to the queen of the changelings herself, yet she had no idea what her name was.

She trotted up to the pool in front of the shrine, looking into it. She saw her reflection, she was a dark purple unicorn with a dark blue and green mane. Her manecut was alot like her original print, Twilight Sparkle. She grunted at the thought of the name. She hated the mare's guts ,as the others said it, as well as her friends. The unicorn shook the thought away and stared into the pool, her horn glowing black.

It took a while, but the pool started to bubble. The waters turned black and two green eyes stared straight at the startled pony, a cackle echoed through the cavern.

"Hello..." The voice hissed delightfully, "How is the plan turning out..?" The unicorn smiled at the eyes, "Ma'lady, the Element of Giving is dead, but Willa is trapped in her nest..." She slunked to the floor, "I'm sorry, Ma'Lady, I have failed to save Willa... I'm a terrible apprentice..." The cackle echoed again, followed by the voice cooing, "Hush now, my dear, you've done a wonderful job. As long as we keep things in chaos, Celestia won't stand a chance against us! Keep up the good work..." The unicorn smiled and turned, stopping when the voice said, "I'm very proud of you..."

"Midnight Sparkle..."

* * *

"Twilight! Twilight!"

Twilight groaned at the sound of Applejack's voice, opening her eyes from her deep slumber. "Yes," she said, "What is it Applejack?" She looked at her friend, her face was pale and she was shaking. "I-it's Fluttershy! She's gone!" Twilight's eyes instantly snapped open again, wildly whipping her gaze around the room. The yellow pegasus was nowhere to be seen!

"She couldn't just leave," RainbowDash said, "At least without a reaso-" "I FOUND SOMETHING!" Pinkie interrupted, giving Twilight a note. She read the note aloud:

"To whoever is reading this,

I'm sorry... I've gone to my cottage to save my animals, if I'm not back before noon... Let's just say that you were my best friends and I'm glad I got to spend my last days with you guys... I'm sorry.

Your Friend,

Fluttershy."

Applejack shook her head and sat down on her haunches, Grimscar flattened her ears. "Is she stupid?" she said in irritation, "Is she suicidal?" Dash stamped a hoof on the ground and growled, "Don't talk about my friend that way!"

"Shut it!" "You Shut it!" Twilight pulled the two away from each other with her magic, Grimscar lashing out with her front hooves. "Stop fighting!" She yelled, "We have to find Fluttershy!" They nodded and opened the hatch out the chimney, Dash picking up Twilight while the unicorn was yelling, "Hey! W-what are you doing?" "If we can get to your library, you can find a book to hold the Zomponies off!" Twilight nodded as they took off twords Fluttershy's cottage. "Please, Fluttershy," Twilight silently prayed, "Please be ok..."

* * *

It was mostly silent in the small town, fog rolling in in thick sheets. The cottage was still standing and didn't have anything out of place, even though the door was open. The trio stepped into the small house and saw something in the middle of the living room; A Yellow lump of fur and feathers laying there in the middle of the room, blood pooling around it.

"Fluttershy!" Twilight cried in alarm, rushing over to her. The pegasus was covered in deep scratches and covered in small bites, fur from other animals was scattered around her. "Fluttershy..." Dash murmered, "Oh Celestia, Fluttershy, I'm so sorry..." Grimscar bowed her head in respect of the poor soul, sorrow fulled Twilight's heart.

She layed her head down on her friend's side, wishing for her heart to start beating again as tears streamed down her face. Not Fluttershy, she thought, Please no... She froze when she felt movement underneath her, watching as the body rose to her hooves. "F-Fluttershy?"

The corpse whipped around and growled; her mane was ragged and pale along with her body, her eyes had glazed over, her mouth dripped with blood from her mouth. "Fluttersh-" "Get away from her," Grimscar ordered, "She's not your friend anymore, you idiot. She's one of them now." Fluttershy growled and stamped a hoof on the floor; next thing they knew they were in front of a wall of zombie animals, they were rotting and covered in blood. "RUN!" Twilight screamed, bolting for the door. The other two followed as the zombies shambled twords them, taking off with Grimscar carrying Twilight.

"We need to get to the library," She said, "You need the spells!" Twilight nodded through her tears, still shaken from Fluttershy's demise. How could she see that monster in her PFF? Thunder boomed over head, tonight was going to storm.

* * *

"Twilight, have you found it yet?" Dash yelled from the upperfloor of the library, Twilight was shuffling through the many books she had in front of her. "No... No, no, no, NO! Oh, wait..." She levitaited one of the novels; Mind and Levitaition. "Found one!" She called up to Dash, looking for the next book. "Yes! Protection and Disarming! Let's go, I've got the books I need!"

"Can you try one here?" Grimscar asked, eyeing the Mind and Levitaition book. Twilight nodded slowly and turned the pages, stopping at "Eyes of another." "I'll try this one." Ok Midnight, she thought, Let's see what you're planning... She charged her horn, letting it glow brightly until she released the power in a blinding light. This was gonna be fun.

* * *

Midnight stared into the black pool, the green eyes glowing with happyness. "The Element of Kindness is gone, four more remain Ma'lady." "Good," The voice said sweetly, "You have done well, my apprentice, there is something I want you to do..." The little unicorn perked up and nodded, "I want you to release Discord."

Midnight tipped her head in confusion, "How?" The voice cackled, "I thing the Element of Laughter will do. After all, she is his favorite... Her bubblegum blood will make a perfect sacrifice..."

* * *

The spell disolved, Twilight whipped her head around to the two pegasuses watching her. "What did you see, Sparkle?" Grimscar asked, Twilight huffed. "I'll explain on the way, but first we need to get back to Sugarcube Corner! Pinkie might be in grave danger!"


	7. Restless Nights

_**My Little Pony, Friendship is Terror**_

_**#7: Restless Nights**_

**Short Chapter again, sorry.**

* * *

Everypony couldn't believe their ears, including Pinkie. Her face paled as Twilight heard Midnight's plan, her heart sunk when all eyes were on her. "T-Twilight..." She said, her voice cracking, "Why does Midnight want to use me to raise Discord..?" She sniffed, her blue eyes welling up with tears, Applejack gave her a comforting hug. "Aw, Sugarcube," Applejack said, "We won't let Midnight touch you, ok? You're safe with us." Pinkie sniffed again and nodded while Fleet got up, "It's getting late, my ponies. We should get some rest."

Night fell, filling her home up with darkness. Her nightmares clouded her mind as Pinkie drifted off to sleep, trying to forget the plot to destroy her.

* * *

Meanwhile, Midnight was having a restless sleep, she tossed and turned in her bed. Tears poured down her face, her dream was even worse than the last night;

She was in a pitchblack room with Twilight Sparkle, but the other unicorn was sobbing and holding something in her arms. Midnight walked closer, noticing she was holding a body in her hooves. The unicorn walked closer, gasping at who's body it was. The mare in Twilight's arms had a black and green mane with a dark purple coat, painted red with blood. Midnight's heart sunk, it was her. She nudged the body with a hoof, reeing back when the other live pony whipped her head around to look at her, Twilight's face was damp with tears.

"I-I'm so sorry..." She whispered, her voice rising, "I'm so sorry! Forgive me! I'M SORRY!" She kept sobbing as Midnight backed up, her eyes pinpricks and her ears splayed back against her head. She couldn't say a thing, it would only come out in sputters. She screamed when Twilight's eyes turned black with red pupals, her tears turning to blood. The unicorn felt something rolling down her face and neck, making it wet. Midnight put a hoof up to her neck, freezing when she saw her blood covered hoof.

"W-What..?" She murmered in fear, yelping as she saw a large shadow in front of her, an evil laughter booming. A tentical lashed out at her, cutting her horn off with a clean cut. "P-Please..." She murmered, crying out when the shadow slashed her neck.

Midnight screamed and bolted awake, her eyes darted around to find the shadow or Twilight. She panted and sobbed, buring her face into the hay she called a bed. The pool in her home glowed again and the voice cooed, "My dear, what is wrong?" Midnight dashed to the pool and stared at the green eyed reflection, her eyes full of tears. "Ma'lady, I'm sorry to wake you... I just... I just... I-" She cut herself off when she cried into the pool, the green eyes looked sad but flashed with an unseen annoyance. She cooed again, hushing the small unicorn, "Oh, Midnight, hush now..." The unicorn sniffed and buried her face in her hooves, "Everything will be alright, my apprentice, you'll be ok..."

Midnight looked up, a sly smile appeared on her face, "I'm sorry, Ma'Lady, it's just..." She held her head in her hooves, "Ever since I became your apperentice, my mind keeps showing me these... Demented nightmares of my death, I can't get a wink of sleep..." Midnight put her hooves down, this was going to be a long night.

* * *

_Pinkie, Pinkie, why are you so sad?_

_Pinkie, Pinkie, it's really not that bad!_

_Pinkie, Pinkie, don't feel so down._

_Pinkie, Pinkie, turn your frown upside down!_

Pinkie giggled at the little song her mother thought her to cheer her up, it would always work. She cuddled her blanket, snuggling into her blanket. She was about to close her eyes when she heard a creepy melody sing the song with different lyrics;

_Pinkie, Pinkie, join the darkness,_

_Pinkie, Pinkie, surrender, we insist!_

_Pinkie, Pinkie, we will find you,_

_Pinkie, Pinkie, we'll see you very soon!_

After it ended, an evil laughter rang her ears. She covered herself in a blanket and buried her head into her pillow, the rest of her night was full of scary nightmares.

Why? Why the most cheerful pony in all of Ponyville? Tears rolled down Pinkie's face as she whispered, "...Why..? Why can't you leave me alone..?"


	8. Sneak Peeks to new chapters

_**My Little Pony, Friendship is Terror**_

_**Sneakpeeks**_

**Ok, I don't know what to do for the next chapter, so I'm just gonna show you some sneakpeeks for the story! So don't get your feathers in a bunch, I'm working on it!**

**Now, SNEAKPEEKS GO!**

1.

Grimscar got up and looked the raging dragon right in the eyes, Twilight laying behind her with her cuts stinging her like needles. The unicorn's eyes widened when she saw the grey pegasus unfold her wings and paw the ground, gasping, "Grimscar? W-What are you doing?"

Grimscar turned to the unicorn, tears brimmed her eyes as for the one moment she new Twilight, her eyes seemed to sparkle with life insted of being lifeless. "You saved my life," She said, "Now it's my turn... To save yours..." She charged at the dragon with full wingspeed, the beast's throat glowed as it began to charge another fire blast. "Grimscar!" Twilight cried, the pegasus didn't hear.

As Grimscar's eyes closed as a single tear rolled down her face, she whispered, "...Thank you... Everypony..." A tornado of fire swept around the pegasus and she dissapeared into the flames, inside she built up the energy she had kept with her for a while. The fire tore through the dragons throat and turned it to dust, but Grimscar was nowhere to be seen...

2.

Twilight held Midnight in her arms, her dying friend was giving her a weak, bloodstained smile. "Midnight, hold on," She said in panic, "RainbowDash's getting some help, just hang on..." Midnight gave a small chuckle before locking her magenta eyes with Twilight's purple eyes, she gave a long sigh. "I-I had a good run, r-right Twi..?" She said, her hooves shaking. Tears ran down Twilight's face as she nodded, dropletts splashing on the ground. Midnight sighed, "Good..." before she layed her head back, closing her eyes and going still.

Twilight's eyes widened, "M-Midnight? Midnight, wake up! MIDNIGHT!" She sobbed into her shoulder, "Oh Celestia Midnight, I'm so sorry..."

**Ugh, there are only two I know, but these scenes are very important! Don't worry, I'm working on chapter 8.**


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